NEW YORK–(BUSINESS WIRE) – Prepared Capital Company (NYSE: RC) (“Prepared Capital” or the “Firm”) and Anworth Mortgage Asset Company (NYSE: ANH) (“Anworth”) collectively introduced at present that they’ve accomplished the beforehand introduced merger pursuant to the phrases of the settlement and plan of amalgamation, dated December 6, 2020, by and between Prepared Capital, Anworth and RC Merger Subsidiary, LLC, a Delaware restricted legal responsibility firm and a wholly-owned subsidiary of Prepared Capital (the “Merger Settlement”). On the shut of buying and selling on March 19, 2021, Anworth ceased to be publicly traded and its widespread inventory and most well-liked inventory had been suspended on the New York Inventory Trade. The mixed firm will function underneath the title “Prepared Capital Company” and can proceed to commerce on the New York Inventory Trade underneath the ticker image “RC”.
Every widespread share excellent, with a par worth of $ 0.01 per share, of Anworth (“Anworth Widespread Inventory”) (aside from shares held by Prepared Capital or Merger Sub or any wholly owned subsidiary of Prepared Capital, Merger Sub or Anworth, which had been mechanically canceled and withdrawn and ceased to exist) was transformed into the proper to obtain from Prepared Capital (i) 0.1688 newly issued widespread shares, with a par worth of 0, $ 0001 per share, of Prepared Capital (the “Widespread Share of Prepared Capital”) plus (ii) $ 0.61 in money. No fractional widespread shares of Prepared Capital have been issued in reference to the merger, and the worth of any fraction of curiosity to which a former holder of Anworth widespread shares is in any other case entitled can be paid in money. .
As well as, on the time of the Amalgamation, (i) every excellent 8.625% Cumulative Most well-liked Share Collection A, with a par worth of $ 0.01 per share, of Anworth was transformed into the proper to obtain one newly issued share of the brand new 8.625% sequence. Cumulative Desire Shares B, par worth $ 0.0001 per share, of Prepared Capital, (ii) every excellent share of 6.25% cumulative convertible choice shares Collection B, par worth $ 0.01 per share, d ‘Anworth was transformed into the proper to obtain one newly issued share of the newly designated 6.25% Cumulative Convertible Most well-liked Share Collection C, par worth of $ 0.0001 per share, of Prepared Capital, and (iii) every share excellent 7.625% cumulative redeemable most well-liked shares, Collection C, with a par worth of $ 0.01 per share, of Anworth was transformed into the proper to obtain one newly issued share of cumulative redeemable most well-liked shares of Newly designated 7.625% Collection D, with a par worth of $ 0.0001 per share, of Prepared Capital.
Underneath the merger settlement, the scale of the board of administrators of Prepared Capital was elevated by one member upon closing of the merger, and Dominique Mielle, an unbiased director of Anworth, was appointed to the board of administration of Prepared Capital.
“The completion of the merger with Anworth will enable us to raised place ourselves to proceed to develop and enhance our operational profitability and prices to be able to make Prepared Capital a number one actual property funding firm with a diversified platform,” stated stated Thomas Capasse, President and CEO of Prepared Capitale.
This press launch incorporates “forward-looking statements” as that time period is outlined in Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Trade Act of 1934, as amended, and such statements are supposed to be lined by the protected harbor offered by it. These forward-looking statements are primarily based on Prepared Capital’s present assumptions, expectations and beliefs and are topic to plenty of traits and uncertainties that would trigger precise outcomes to vary materially from these described in forward-looking statements. Prepared Capital may give no assurance that these forward-looking statements can be correct. These forward-looking statements can typically be recognized by expressions equivalent to “will”, “expects”, “anticipates”, “anticipates”, “forecasts”, “estimates” or different phrases or expressions of comparable significance. It’s not sure whether or not any of the occasions predicted by the forward-looking statements will or will happen, or if any of them will happen, what affect they’ll have on the outcomes of operations and the monetary situation of the Firm. the corporate ensuing from the merger. There are a selection of dangers and uncertainties, lots of that are past the management of the events, that would trigger precise outcomes to vary materially from the forward-looking statements included herein, together with, however not restricted to : dangers related to disruption of administration’s consideration to ongoing enterprise operations as a result of merger; the danger that the merger will adversely have an effect on the outcomes of operations and the companies of the mixed corporations typically; the end result of any authorized proceedings regarding the merger; the affect of the COVID-19 pandemic on the enterprise and operations, monetary situation, outcomes of operations and liquidity and capital assets of Prepared Capital; market situations for mortgage investments; modifications in rates of interest; modifications within the yield curve; modifications in prepayment charges; the provision and situations of funding; market situations; normal financial situations; the power to retain key personnel; and legislative and regulatory modifications that would have an effect on the enterprise of Prepared Capital. All of those elements are troublesome to foretell, together with the dangers set out in Prepared Capital’s proxy assertion / joint prospectus filed with the SEC on February 9, 2021 and Prepared Capital and Anworth’s annual experiences on Type 10-Ok, quarterly experiences. on Type 10-Q, and the present experiences on Type 8-Ok which can be found on the SEC web site at http://www.sec.gov. The forward-looking statements included on this press launch are made solely as of the date hereof. Readers are cautioned to not place undue reliance on these forward-looking statements, which communicate solely as of the date hereof. Prepared Capital assumes no obligation to replace these forward-looking statements to replicate subsequent occasions or circumstances, besides as required by relevant legislation.
About Prepared Capital Company
Prepared Capital Company (NYSE: RC) is a multi-strategy actual property finance firm that creates, acquires, funds and offers small to medium scale industrial loans. Prepared Capital makes a speciality of back-to-back industrial actual property loans, together with multi-family enterprise, investor and SBA 7 (a) bridging loans. Based mostly in New York, New York, Prepared Capital employs greater than 500 credit score professionals nationwide. The corporate is managed and suggested externally by Waterfall Asset Administration, LLC.
Alston & Hen LLP acted as authorized advisor and Wells Fargo Securities, LLC acted as monetary advisor to Prepared Capital. Greenberg Traurig, LLP acted as authorized advisor and Credit score Suisse Securities (USA) LLC acted as monetary advisor to Anworth.